contract draftingA Pangea3 Case Study

CORPORATE TRANSACTIONAL AuguST 2012

HoW PangEa3 HELPEd a gLobaL cLiEnt StrEaMLinE itS contract rEViEW ProcESS

A is required to enter into Business Associate Addendums (“BAAs”) with each of the hundreds of customers where exposure to personal information is a possibility.

ThE ChALLENgE

In this case, our Client was faced with the daunting task of ensuring that hundreds of BAAs were amended per the HITECH Act, met with privacy obligations, and that the risks and liabilities were in line with Client A’s internal policies. Client A’s Senior Counsel and Privacy Officer realized that this task would not only be time consuming but also overburden the small legal team. Pangea3 was selected to assist Client A in amending and streamlining its BAAs systematically.

ThE PANgEA3 SOLuTION

Pangea3 worked closely with the Client A in-house team to create a playbook and a comprehensive tracking mechanism that would record the progress of each agreement through the negotiation process. Additionally, Client A’s Senior Counsel trained a team Pangea3 attorneys on the applicable laws and regulations and Client A positions, giving Pangea3 deep insight into Client A’s internal policies and requirements.

Because Client A occasionally needed to agree to additional obligations or deviations from its standard positions, Pangea3 implemented a deviation tracker. This tracker was sent to Client A and its respective business units on a weekly basis. To further streamline

the back-end process and ensure that all requests reached Pangea3 on time, the Client A points of contact mandated the Client A business team use its software tool to generate requests. The deviations tracker was published by Client A to ensure that the business had sufficient knowledge of the terms to ensure compliance. This bespoke process now helps the Client A -Pangea3 team manage large volumes without drawing the attention from reviewing and negotiating agreements.

Within a month, Pangea3 was reviewing and negotiating drafts with the Client A customer’s legal counsel and managing the review process until the execution of the BAA with minimal or no contribution from Client A’s in-house attorneys. Shortly after, the immense confidence Client A had in Pangea3 was reflected when it provided Pangea3 with the Privacy Officer’s signature stamp and the right to execute the BAAs on behalf of Client A.

CONCLuSION

Due to the rigorous and robust new process implemented by Pangea3, Client A business personnel now have increased visibility into the BAAs and any risks and liabilities that may be associated with them. Extremely pleased with the quality and accuracy of the work product, Client A engaged Pangea3 to support drafting and negotiation processes resulting from new customers. Client A attorneys now utilize their time to review higher dollar value contracts and contracts with strategic implications.

REuTERS/John KoleSidiS

Client A is often exposed to the protected health information of patients during the course of providing healthcare technologies and solutions to its customers. Given the stringent regulations for the protection of personal health information in the United States, Client